Given the assault of devilishly clever plot twists that buzz-bomb your brain like a two-hour binge of quad-shot lattes, Duplicity goes down as too smart for its own good. Hasn't writer-director Tony Gilroy (Michael Clayton) read the surveys that say the last thing economically challenged audiences want is to think? In any case, Gilroy has chosen to ignore Hollywood's greed-fueled wisdom. And we're all the better for it. Duplicity makes demands that the payoff doesn't quite justify, but getting there actually is half the fun.

So is staring at movie stars. And Duplicity has two thoroughbreds: Julia Roberts and Clive Owen. Roberts, looking glam and sexily pissed off, plays Claire Stenwick, who is ex-CIA. Owen, looking glam and sexily James Bond-ish, plays Ray Koval, who is ex-MI6. Back in 2003, at a Fourth of July party in Dubai, she tricked him into bed, drugged him and stole secret codes. But not without tenderly placing a pillow under his unconscious head before leaving the bedroom (nice touch, Gilroy). He's been obsessed with her ever since.

Claire and Ray catch up five years later. They're both working the corporate spy game now. Claire, nostrils flaring, denies knowing Ray. "I'm not great on names," Ray parries. "Where I'm solid? People I've slept with." Some spiffy dialogue, that. Gilroy gets a nice Hitchcock/North by Northwest vibe going in these early scenes. Claire and Ray are now in a lucrative racket where the secret formulas for shampoo and frozen pizza replace war and political assassination. They each work for tycoons, Claire for Howard Tully (Tom Wilkinson), Ray for Richard Garsik (Paul Giamatti). Wilkinson and Giamatti have a high old time hamming it up while Roberts and Owen carry the romance part of the suspense-thriller equation.

That would have been enough for any movie. But in Duplicity, Gilroy never meets a plot point he can't overcomplicate. As the film — shot with nuanced beauty by There Will Be Blood Oscar winner Robert Elswit — moves backward and forward in time across locations as diverse as Rome, London, Miami, New York and — yikes! — Cleveland, it will be a rare moviegoer indeed who keeps his or her bearings.

It's Roberts and Owen who hold focus. Their love story is built on mutual mistrust. Is she playing him or is it the other way around? The actors make you care. Roberts has a great scene interrogating a homely travel employee (a terrific Carrie Preston) whom Ray banged brainless on her office desk to get info. The woman doesn't miss an erotic beat in detailing her one night with a hottie, action she assumes Claire gets on a regular basis. Roberts plays the scene in total, cold silence, but subtly registers anger morphing into hurt.

Still, all emotions are suspects in Duplicity. "If I told you I loved you, would it make any difference?" Claire asks Ray. "If you told me, or if I believed you?" he answers. Gilroy is playing with play-acting, a necessary talent for spies and movie stars. You may leave the theater not knowing who to believe, but you're in for bright mischief with a dark streak that runs down to its core. Gilroy and his stars make it elegant fun to be fooled, but they sure as hell make you work for it.